


Moon Phase

by PaperFox19



Category: Ben 10 Series
Genre: Anal Sex, Exhibitionism, Furry, Hyperinflation, M/M, Oral Sex, Size Kink, Size Manipulation, Yaoi, macro
Language: English
Status: Completed
Published: 2020-04-10
Updated: 2020-04-10
Packaged: 2021-03-02 03:34:38
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 2,341
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23578501
Author URL: https://archiveofourown.org/users/PaperFox19/pseuds/PaperFox19
Summary: Kevin notices Ben avoids patrol on nights of the full moon, Gwen tells him to drop it but he just can’t. He sees something unbelievable. Tier 3
Relationships: Kevin Levin/Ben Tennyson
Kudos: 69





	Moon Phase

**Author's Note:**

> Please Read and Review

Moon Phase  
Kevin notices Ben avoids patrol on nights of the full moon, Gwen tells him to drop it but he just can’t. He sees something unbelievable. Tier 3  
-x-  
Ben sighed, he could feel it. Tonight was a full moon. Normal for some, not so normal for others. Before he got the omnitrix it was normal for him, but being bitten by an alien werewolf changed things. He could already feel his heart racing, his blood surging south. The sun was beginning to set, he knew it’d only be a matter of time before the change happened.  
His phone buzzed. It was Kevin. “What’s up Kevin?”  
“What do you mean what’s up? It’s time for patrol.” Kevin sounds rather annoyed.  
“Didn’t Gwen tell you, I can’t tonight.” he says, taking a look at the sky.  
“Yeah she told me, but gave no reason why. So you better have a good reason Tennyson.” Ben let out a soft gasp. “Ben?”  
“It’s nothing…” the sun was setting, and as light disappeared from the sky, Ben just felt warmer.  
“Ben are you okay?” his voice changed from annoyed to concerned.  
“I’M FINE!” he snapped, when he turned into different aliens the changed happened in an instant. This was slower, painful for a few seconds but Ben learned not to fight it. “I can’t go on patrol, just go without me!” he hung up his phone.  
The device slipped from his hand as he grew fur, and his nails turned black. “Ah ahh,” his nails grew longer, on his feet to. He was only wearing socks, but his toes ripped holes in them. “Damn!” he groaned and managed to pull the garments off, exposing his blue furry feet.  
His whole body got covered in fur. ‘I really shouldn’t have worn underwear.’ he groaned bucking his hips. Now Benjamin Tennyson was well endowed as all the Tennyson men were, but in this new form his cock and balls were incredibly tight in his confines.  
He hated how his clothes pressed into his furry body. Brown hair turned to dark blue, and the rest of his body gained light blue. He wanted to take off his clothes but he was still changing.  
-x-  
Kevin was pissed Ben had hung up on him. “That’s it I’m going over there.”  
“Kevin don’t…” Gwen tries, but Kevin pulled off a move that would make the makers of the Fast and the Furious blush. Speeding towards Ben’s house. ‘Here we go.’  
They drove up and Kevin got out of his car. “No stop, come back.” Gwen really didn’t see why Ben wanted to keep his form a secret. She figured it’d take maybe 5 minutes then they’d be back on patrol.  
Kevin stomped up the stairs. “Alright Tennyson, you better be sick or dying, or I’m gonna drag you out…” he threw open the door and burst inside, freezing at the sight of his friend on the bed. The door shut behind him.  
Ben’s head whipped up. “Kevin?” he looked at the male. ‘No why is he here?’ Kevin’s manly aroma hit Ben. ‘No!’ his eyes dilated and his blood rushed south.  
“Ben? What happened to you?” The teen hopped off the bed, his wild bangs masking his eyes. Kevin should have run, but his eyes drifted down to the happening in Ben’s pants. ‘Holy fuck!’ the pants and underwear could not hide Ben’s massive 18 inch dick, the outline was pushing against the fabric seeking freedom.  
He gulped, his scent changing as his own arousal began to grow. Ben suddenly pinned him against the door, and took a big whiff of him.  
“Ben are you sniffing me?” He got no response. Black claws ripped his shirt off him. “Hey!” He found his hands pinned above his head, exposing his pits.  
“You shouldn’t have come here!” he growled. “I can barely control the beast in me, and you smell so good!” He buried his nose in Kevin’s hairy left pit, and took in a big whiff. “Grrrrrrrrr!”  
He growled, his eyes rolling up at the musk. It was pure Kevin, the teens scent was delicious. So of course Ben had to get a little taste. His long wolf like tongue came out and dragged across his sweaty pit. Both males shivered at the action.  
Ben loved his taste as much as his smell, plus the feeling of his hairs running across his tongue.  
Kevin shivered, each lick sent ripples across his form. His nipples perked up, and shivers raced down and his cock swelled. His scent getting spiced by his arousal. His cock was weeping pre, soaking his underwear. “Ben!” he shuddered.  
The werewolf stopped for only a moment, but moved over to his other pit, and the licking continued. “Ohh fuck, that feels so good!” he moans. He couldn’t help it, he never thought such a thing would feel like this.  
His body shivered, the sensations making his cock ache. It made things worse, as his hard on rubbed against the confines of his boxers. He spread his legs, trying to get some relief. This was his last mistake.  
Ben settled between his legs and began humping against his crotch. His huge confined manhood rubbed against Kevin’s confined cock. ‘Shit!’ the raven cursed. ‘It’s too much!’  
Kevin came, blowing his load into the confines of his boxers, the seed overflowed and ran down his legs. He jerked, feeling his crotch covered in seed.  
The raven was released and he dropped to his knees, coming face to face with Ben’s bulge. Now the two had showered together before, he had seen Ben’s 10 incher, but always prided himself on being an inch bigger. ‘That’s way more than 10 inches.’  
Ben was releasing pheromones, normally Kevin wouldn’t have been able to smell it, now he was so close, they were effecting him. His cock getting hard in his pants again.  
The furry male smirked and used his feet to yank down Kevin’s pants, freeing his dripping manhood, and soaked crotch. His thick nest of pubes was soaked.  
He panted like a beast in heat. He lowered his pants just enough, his underwear couldn’t take the strain anymore.  
RIIIIIIIPPPPPPP  
Ben gasped, as his underwear was ripped off him. Kevin got slapped as the huge 18 inch tool sprang up. He was knocked for a loop, only to gaze up the long thick shaft. Gulping as he admired every inch of slickness.  
His underwear hung from the tip. Ben growled and tossed it away, he grabbed the back of Kevin’s head and began to hump against his face. The musk from his furry balls made the raven dizzy.  
The cock was now from a sheath, and Ben’s balls were furry. Pre dripped all over Kevin’s face. ‘Shit this big cock, I wanna taste it!’ he licks the shaft and Ben stops humping his face.  
He relaxes and lets Kevin go to town, licking along his shaft, steadily moving up to the tip. Lips around the head and he began to suck on the tip.  
Slurp slurp slurp suck suck suck  
Ben groaned. Kevin was sucking his cock like a champ, sucking him into his mouth. What he couldn’t fit in his mouth, he brought his hand up and stroked.  
Relaxing his throat, he managed to get at least 9 inches into his mouth. ‘Oh so good, his pre is rushing down my throat.’ he bobbed over what he could fit in his mouth, pumping him faster and faster.  
Kevin reached up to play with his furry balls. Ben growled and unloaded a huge load of cum. It fired like a hose, filling Kevin’s belly to the brim.  
There was so much he had to pull off, and got his face neck and pecs covered in Ben’s thick man milk. The taste was something he couldn’t describe, but the thick baby batter covered his tongue.  
Just a little taste had his body feeling hot, his manhole twitched and his butt cheeks clenched. ‘Oh fuck, oh fuck, oh fuck!’ he had cum, his seed lay sprayed out all over Ben’s floor. ‘I came from sucking his dick, I didn’t even notice.’  
Ben noticed. He pushed Kevin onto his hands and knees, scooping up his jizz he began to prep Kevin, mindful of his claws.  
Kevin couldn’t believe it, even after such a huge orgasm, Ben was still rock hard. He gulped, hoping his osmosian body could handle this.  
Tongue and furry fingers spread his hole wide, getting him nice and wet for what was to come. Ben hot dogged him for a sec, adding his own special fluids to the mix.  
Kevin whimpered, pushing back against the hard flesh. Ben took this as a sign and lined up his cock. He sank in and…. “Ohhh fuck me!” Kevin screamed, his hole stretched wide, as the cock buried deeper and deeper.  
His body trembled, each new inch caused waves of pleasure to ripple through his form. His toes curled, and penis twitched. Ben went slow, rocking his cock back and forth, getting the raven’s ass used to his cock.  
Once he was buried ball deep, he stilled. Kevin was trying to deal with several sensations at once. Fullness was a big one, his ass was stretched around possibly the biggest cock ever. His stomach was stretched, he could feel his cock through his stomach. His ass was pressed against Ben’s furry crotch, the fur tickled his ass cheeks making him shiver. Ben covered his body with his own, hands wondering up his abs to his pecs and began toying with his nipples. As he did this his long tongue came and licked his neck.  
His brain couldn’t sort through it, whenever it got close, Ben would lick his neck or pinch his nipples, giving a little rock of his hips. All sense went out the window, and he was reduced to a drooling mess, and Ben hadn’t even moved yet.  
His hard 11 inch cock stretched along his swollen abs. Ben pulled back, Kevin making a small gasp as the huge thing left his hole. He had never felt so empty before, then Ben thrust back in and all was good again. Friction and fullness, spreading heat through his naked form.  
The sounds of their mating echoed through the room; the rhythmic slap slap slap of Ben’s pelvis slapping Kevin’s ass, the raven’s lustful moans, Ben’s heated pants and growls. Kevin’s cock whipped and bobbed with every thrust. It caused extra ripples of pleasure, the tremors racing through his crotch and spreading out.  
“Oh fuck Ben, you are driving me crazy, I can’t…I can’t…” he bit his lip. His seed erupted spraying his cum all over Ben’s floor. Even as his hole tightened around the massive rod Ben didn’t stop. He kept pounding his man hole, his stamina showing off in spades.  
His prostate wasn’t spared a second, Ben’s large penis brushing it with each pass. Kevin couldn’t even get a second to breath before he was cumming again. His eyes rolled up, his body felt like jelly. Things only getting hotter as Ben came, his big furry balls lurched forward as his seed erupted like a hose. Kevin whimpered, feeling his stomach swell.  
He looked positively pregnant as his belly swelled with Ben’s seed. ‘Is it over?’ he looked over his shoulder. His eyes widened as Ben grew larger. They had been fucking for hours and Ben was entering the next phase.  
His human eyes became a solid green, and his face became more beast like. He now towered over Kevin, his new muscles ripped his shirt apart, and his pants ripped off his powerful legs. ‘It’s getting bigger!’ Kevin thought in a mix of arousal and despair. Ben’s 18 inch cock doubled 36 inches!  
Kevin’s body was able to take 25 inches of it, but the rest hung out of his ass. Ben flipped him over, spinning him around his cock. Kevin gasped and shuddered.  
Ben grabbed his ankles, and held Kevin in the air with his cock. His beastly strength suspending him in the air as he began to move. As he fucked Kevin stupid, his seed spilled out and made a puddle beneath them.  
His toes curled, and body shook as his body was overloaded with stimulus. A never ending stream of semen erupted from his penis, covering his face, neck, pecs and abs. The semen ran down his muscled form, soaking his pits, sides, and down his legs.  
He couldn’t count the number of orgasms, they were all a blur, but after hours of fucking his cock lay spent, still spitting out what made him a man. He couldn’t tell what he was anymore, Ben’s cock felt like it was apart of him now.  
Ben’s own release neared, and he aimed Kevin towards the bed, with a howl he came. The powerful torrent of semen forced Kevin off his cock, launching him onto his bed, and get covered in semen. Every inch of his body wasn’t sparred.  
BenWolf was pleased, Kevin would smell like him for weeks. Thankfully fucking Kevin was enough to satisfy his lust as he morphed into phase 3. His cock growing even bigger. Kevin would not have survived mating his full form, but maybe one day.  
He didn’t clean him, Kevin lay passed out, drenched and pumped full of cum. With dawn’s morning light Ben regressed back to stage 1, he knew he would return to human form shortly, but he needed a drink.  
Not bothering with clothes he went downstairs buck naked, his long 18 inch cock dangling about, still leaking a bit of cum now and then. He scratched his pubes as he went into the kitchen.  
Gwen who had gotten sick of waiting in the car, went in for some food and a book to read. She gasped seeing Ben walked around naked, he chugged a whole carton of milk before heading back upstairs. Her cheeks burned in a blush. ‘So that’s why he wanted me to keep it a secret…oops…’  
End


End file.
